On April 8, 2026 (the "Effective Date"), Dynamix Corporation, a Cayman Islands exempted company ("Dynamix"), The Ether Machine, Inc., a Delaware corporation ("Pubco"), ETH SPAC Merger Sub Ltd., a Cayman Islands exempted company ("SPAC Merger Sub"), The Ether Reserve LLC, a Delaware limited liability company (the "Company"), Ethos Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of SPAC ("SPAC Subsidiary A"), Ethos Sub 2, Inc., a Delaware corporation and a wholly owned subsidiary of SPAC Subsidiary A ("SPAC Subsidiary B"), Ethos Sub 3, Inc., a Delaware corporation and a wholly owned subsidiary of SPAC Subsidiary B ("Company Merger Sub" and, together with SPAC Subsidiary A and SPAC Subsidiary B, the "SPAC Subsidiaries" and each, a "SPAC Subsidiary"), ETH Partners LLC, a Delaware limited liability company (the "Seller"), DynamixCore Holdings, LLC, a Delaware limited liability company (the "Sponsor"), and the party named on Annex A thereto (the "Payor"), entered into a Termination Agreement (the "Termination Agreement"), pursuant to which the parties agreed to mutually terminate (i) the Business Combination Agreement, dated as of July 21, 2025, by and among Dynamix, Pubco, SPAC Merger Sub, the Company, the SPAC Subsidiaries and the Seller (the "Business Combination Agreement") pursuant to Section 10.1(a) thereof (other than certain customary limited provisions that survive the termination pursuant to the terms of the Business Combination Agreement), and (ii) the Sponsor Support Agreement, dated as of July 21, 2025, by and among the Sponsor, Dynamix and Pubco (the "Sponsor Support Agreement"), in each case pursuant to the terms of the Termination Agreement.

 

By virtue of the termination of the Business Combination Agreement, the ETHM Subscription Agreements and the Contribution Agreement (each as defined in the Business Combination Agreement) terminated in accordance with their terms.

 

Pursuant to the Termination Agreement, the Payor is required to pay Dynamix $50,000,000 within 15 days of the Effective Date.

 

The Termination Agreement contains mutual releases by all parties, for all claims known and unknown, relating and arising out of, or relating to, among other things, the Business Combination Agreement. The Termination Agreement also contains a covenant not to sue, a mutual non-disparagement agreement, and other customary terms.

 

The Termination Agreement further provides that the Payor will indemnify Dynamix, the Sponsor and their affiliates and the Berns Parties (as defined in the Termination Agreement) for certain losses arising out of or caused by or based upon certain actions brought by any ETHM Investor (as defined in the Business Combination Agreement) other than an ETHM Investor that is a SPAC Releasing Party (as defined in the Termination Agreement) and that Dynamix will indemnify Pubco, the Company, the Seller, the Payor and their affiliates and the Berns Parties for certain losses arising out of or caused by or based upon certain actions brought by any Dynamix shareholder, in their capacity as a shareholder, who is not an ETHM Investor.